Practice/Industry Group Overview
At Duane Morris, our corporate attorneys are experienced in developing and implementing creative strategies designed both to help maximize value and to try to position our shareholder clients as advantageously as possible. We represent selling shareholders in a wide variety of public and private securities transactions.
Public & Private Offerings and Entrepreneurs
Duane Morris represents selling shareholders in initial public and follow-on offerings. We regularly participate in the drafting of SEC registration statements, negotiate underwriting agreements, selling security holder agreements and placement agent agreements, and conduct due diligence investigations.
We help selling shareholders in private companies navigate the complex process of raising capital in the private capital markets. Our attorneys work closely with clients to help them determine the most advantageous private offering strategy, whether through private placements, mezzanine financings or PIPEs. We also often deal with angel investors and other private investors.
Our corporate attorneys regularly advise entrepreneurs starting a new business regarding the development of a capital structure, negotiations with venture capital firms and other early-stage investors, the allocation of share ownership among participants and the development of equity-based benefit plans.
We are experienced in negotiating, drafting and reviewing agreements defining the rights and relationships of owners and shareholders. For companies in other stages of the business cycle, our attorneys develop exit strategies and handle succession planning matters, particularly for closely held or privately held entities.
Mergers and Acquisitions
We regularly guide both private and public companies through challenging periods in their life cycles, whether negotiated acquisition or divestiture, hostile acquisition or defense against a takeover attempt. Our counsel is aimed at structuring the negotiations and transactions within these events to best meet our clients' immediate needs and long-term business goals. Whether shareholders are looking for an exit, the buyout of a business partner, recapitalization, or other reasons, Duane Morris can facilitate the transactions to help achieve clients' objectives.
Governance & Compliance
We provide counsel on change of control matters, including contested proxy contests and takeover bids and stockholder rights plans. We also provide advice in matters involving public disclosure and other aspects of ongoing compliance with, or exemption from, the federal and state securities laws and the rules and regulations of the NASDAQ, and the New York and American stock exchanges. Our attorneys advise clients on a myriad of business transactions, including mergers and acquisitions, and the formation of new entities, including corporations, partnerships, limited liability companies and joint ventures.
Duane Morris attorneys regularly counsel shareholders, including minority shareholders, when disputes arise between and among shareholders.